Obligation Citigroup 5.875% ( US172967EC18 ) en USD

Citigroup

100 % ▲

Etas-Unis

US172967EC18 ( en USD )

5.875% par an ( paiement semestriel )

29/05/2037

Prospectus brochure de l'obligation Citigroup US172967EC18 en USD 5.875%, échéance 29/05/2037

1 000 USD

1 000 000 000 USD

172967EC1

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

29/05/2025 ( Dans 56 jours )

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967EC18, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/05/2037

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967EC18, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967EC18, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 y33533e424b2.htm FILED PURSUANT TO RULE 424(B)(2)
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-132177
The filing fee of $30,700.00 is calculated in accordance with Rule 457 (r) of the Securities Act of 1933. The filing fee of
$30,700.00 is applied against the remaining $1,656,733.42 of the registration fee paid on September 27, 2006 by Citigroup
Inc., and $1,626,033.42 remains available for future registration fees. No additional registration fee has been paid with
respect to this offering.
PROSPECTUS SUPPLEMENT
(to prospectus dated March 2, 2006)
$1,000,000,000

5.875% Notes due 2037
The notes will mature on May 29, 2037. The notes will bear interest at a fixed rate of 5.875% per annum. Interest on
the notes is payable semi-annually on the 29th day of each May and November, commencing November 29, 2007. The notes
may not be redeemed prior to maturity unless changes involving United States taxation occur which could require Citigroup
to pay additional amounts, as described under "Description of Debt Securities -- Payment of Additional Amounts" and "--
Redemption for Tax Purposes" in the accompanying prospectus.
The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make
such offers. Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange, but
Citigroup is not required to maintain this listing. See "Description of Debt Securities -- Listing" in the accompanying
prospectus.
Neither the Securities and Exchange Commission nor any state securities commission nor the Luxembourg Stock
Exchange has approved or disapproved of these notes or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price
98.681%
$
986,810,000
Underwriting Discount 0.875%
$

8,750,000
Proceeds to Citigroup (before expenses)
97.806% $
978,060,000
Interest on the notes will accrue from May 29, 2007 to the date of delivery. Net proceeds to Citigroup (after expenses) are
expected to be approximately $977,885,000.

The underwriters are offering the notes subject to various conditions. The underwriters expect that the notes will be ready
for delivery in book-entry form only through The Depository Trust Company, Clearstream or the Euroclear System on or
about May 29, 2007.
The notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Citi
Bear, Stearns & Co. Inc.
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Goldman, Sachs & Co.

Lehman Brothers
CastleOak Securities, L.P.
Credit Suisse
Deutsche Bank Securities
RBS Greenwich Capital
Loop Capital Markets, LLC
Siebert Capital Markets
May 18, 2007
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TABLE OF CONTENTS

Page

Prospectus Supplement
Selected Historical Financial Data
S-3
Description of Notes
S-4
Underwriting
S-5
Legal Opinions
S-8
General Information
S-8
Prospectus
Prospectus Summary
1
Forward-Looking Statements
7
Citigroup Inc.
7
Use of Proceeds and Hedging
8
European Monetary Union
9
Description of Debt Securities
9
United States Tax Documentation Requirements
34
United States Federal Income Tax Considerations
36
Currency Conversions and Foreign Exchange Risk Affecting Debt Securities Denominated in a Foreign

Currency
43
Description of Common Stock Warrants
44
Description of Index Warrants
46
Description of Capital Stock
49
Description of Preferred Stock
50
Description of Depositary Shares
53
Description of Stock Purchase Contracts and Stock Purchase Units
55
Plan of Distribution
56
ERISA Considerations
58
Legal Matters
59
Experts
59

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.
Citigroup is not making an offer to sell the notes in any jurisdiction where their offer and sale is not permitted. You should
assume that the information appearing in this prospectus supplement and the accompanying prospectus, as well as
information Citigroup previously filed with the Securities and Exchange Commission and incorporated by reference, is
accurate only as of the date of the applicable document.
The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus supplement and
the accompanying prospectus.
Each of the prospectus and prospectus supplement is an advertisement for the purposes of applicable measures
implementing the European Council Directive 2003/ 71/ EC (such Directive, together with any applicable implementing
measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A listing prospectus prepared
pursuant to the Prospectus Directive will be published, which can be obtained from Registre de Commerce et des Sociétés à
Luxembourg so long as any of the notes are outstanding and listed on the Luxembourg Stock Exchange.
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The distribution or possession of this prospectus and prospectus supplement in or from certain jurisdictions may be
restricted by law. Persons into whose possession this prospectus and prospectus supplement come are required by Citigroup
and the underwriters to inform themselves about, and to observe any such restrictions, and neither Citigroup nor any of the
underwriters accepts any liability in relation thereto.
To the extent the offer of the notes is made in any Member State of the European Economic Area that has implemented
the Prospectus Directive before the date of publication of a prospectus in relation to the notes which has been approved by
the competent authority in that Member State in accordance with the Prospective Directive (or, where appropriate, published
in accordance with the Prospectus Directive and notified to the competent authority in that Member State in accordance with
the Prospectus Directive), the offer (including any offer pursuant to this document) is only addressed to qualified investors in
that Member State within the meaning of the Prospectus Directive or has been or will be made otherwise in circumstances
that do not require Citigroup to publish a prospectus pursuant to the Prospectus Directive.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or
(ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant
persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on
this document or any of its contents.
In connection with this issue, Citigroup Global Markets Inc. as stabilizing manager (or persons acting on behalf of the
stabilizing manager) may over-allot notes (provided that the aggregate principal amount of notes allotted does not exceed
105% of the aggregate principal amount of the notes) or effect transactions with a view to supporting the market price of the
notes at a higher level than that which might otherwise prevail. However, there is no obligation on the stabilizing manager (or
persons acting on its behalf) to undertake stabilization action. Any stabilization action may begin on or after the date on
which adequate public disclosure of the final terms of the notes is made and, if begun, may be discontinued at any time but
must end no later than the earlier of 30 days after the issuance of the notes and 60 days after the allotment of the notes.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the person
making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. See
"Underwriting."
References in this prospectus supplement to "dollars", "$" and "U.S. $" are to United States dollars.
SELECTED HISTORICAL FINANCIAL DATA
We are providing or incorporating by reference in this prospectus supplement selected historical financial information of
Citigroup. We derived this information from the consolidated financial statements of Citigroup for each of the periods
presented. The information is only a summary and should be read together with the financial information incorporated by
reference in this prospectus supplement and the accompanying prospectus, copies of which can be obtained free of charge.
See "Where You Can Find More Information" on page 6 of the accompanying prospectus.
In addition, you may receive copies of all of Citigroup's filings with the SEC that are incorporated by reference in this
prospectus supplement and the accompanying prospectus free of charge at the office of Citigroup's listing agent, Dexia
Banque Internationale à Luxembourg, located at 69, route d'Esch, L-2953 Luxembourg so long as the notes are listed on the
Luxembourg Stock Exchange. Such documents will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu) upon listing of the notes.
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The consolidated audited annual financial statements of Citigroup for the fiscal years ended December 31, 2006 and
2005, and its consolidated unaudited financial statements for the periods ended March 31, 2007 and 2006, are incorporated
herein by reference. These statements are obtainable free of charge at the office of Citigroup's listing agent, at the address set
forth in the preceding paragraph.

At or for the Three Months

Ended March 31,
At or for the Year Ended December 31,

2007
2006
2006
2005
2004

2003
2002

(dollars in millions, except per share amounts)
Income Statement Data:

Total revenues, net of interest expense
$
25,459
$
22,183
$
89,615
$
83,642
$
79,635
$
71,594
$
66,246
Income
from
continuing operations 5,012
5,555
21,249
19,806
16,054
17,058
12,682

Net
income
5,012
5,639
21,538
24,589
17,046
17,853
15,276
Dividends declared per common share

(1)

0.54
0.49
1.96
1.76
1.60
1.10
0.70
Balance Sheet Data:

Total
assets
$2,020,966 $1,586,201
$1,884,318
$1,494,037
$1,484,101
$1,264,032
$1,097,590
Total
deposits
738,521
627,358
712,041
591,828
561,513
473,614
430,530
Long-term
debt
310,768
227,165
288,494
217,499
207,910
162,702
126,927
Total
stockholders'
equity
122,083
114,418
119,783
112,537
109,291
98,014
86,718

(1) Amounts represent Citigroup's historical dividends per common share and have been adjusted to reflect stock splits.
DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements the description of the general terms set forth in
the accompanying prospectus. It is important for you to consider the information contained in the accompanying prospectus
and this prospectus supplement before making your decision to invest in the notes. If any specific information regarding the
notes in this prospectus supplement is inconsistent with the more general terms of the notes described in the prospectus, you
should rely on the information contained in this prospectus supplement.
General
The notes offered by this prospectus supplement are a series of senior debt securities issued under Citigroup's senior debt
indenture.
The notes will be issued only in fully registered form without coupons, in denominations of $1,000 and integral multiples
of $1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and will rank equally with all other
unsecured senior indebtedness of Citigroup, whether currently existing or hereinafter created.
Citigroup may, without notice to or consent of the holders or beneficial owners of the notes, issue additional notes having
the same ranking, interest rate, maturity and other terms as the notes. Any such additional notes issued could be considered
part of the same series of notes under the indenture as the notes.
The notes will be issued on May 29, 2007. The notes will bear interest at a fixed rate of 5.875% per annum. Interest on
the notes will be paid semi-annually on the 29th day of each May and November, commencing November 29, 2007. All
payments of interest will be made to the persons in whose names the notes are registered on the May 15 or November 15
preceding the interest payment date. Interest will be calculated and paid as described under "Description of Debt
Securities -- Interest Rate Determination -- Fixed Rate Notes" and "-- Payments of Principal and Interest" in the
accompanying prospectus.
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UNDERWRITING
The terms and conditions set forth in the terms agreement dated May 18, 2007, which incorporates by reference the
underwriting agreement basic provisions dated March 2, 2006, govern the sale and purchase of the notes. The terms
agreement and the underwriting agreement basic provisions are referred to together as the underwriting agreement. Each
underwriter named below has severally agreed to purchase from Citigroup, and Citigroup has agreed to sell to each
underwriter, the principal amount of notes set forth opposite the name of each underwriter.

Principal Amount
Underwriter

of Notes

Citigroup Global Markets Inc.

$
842,500,000
Bear, Stearns & Co. Inc.

27,500,000
Goldman, Sachs & Co.

27,500,000
Lehman Brothers Inc.

27,500,000
CastleOak Securities, L.P.

12,500,000
Credit Suisse Securities (USA) LLC

12,500,000
Deutsche Bank Securities Inc.

12,500,000
Greenwich Capital Markets, Inc.

12,500,000
Loop Capital Markets, LLC

12,500,000
Muriel Siebert & Co., Inc.

12,500,000

Total
$
1,000,000,000

The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the notes
are subject to the approval of legal matters by their counsel and to other conditions. The underwriters are committed to take
and pay for all of the notes if any are taken.
The underwriters propose to offer part of the notes directly to the public at the public offering price set forth on the cover
page of this prospectus supplement and to certain dealers at the public offering price less a concession not in excess of
0.500% of the principal amount of the notes. The underwriters may allow, and such dealers may reallow, a concession to
certain other dealers not in excess of 0.250% of the principal amount of the notes.
After the public offering, the public offering price and the concessions to dealers may be changed by the underwriters.
The underwriters are offering the notes subject to prior sale and their acceptance of the notes from Citigroup. The
underwriters may reject any order in whole or in part.
Citigroup has agreed to indemnify the underwriters against liabilities relating to material misstatements and omissions.
In accordance with Regulation M of the United States Securities Exchange Act of 1934, the underwriters may over-allot
or effect transactions that stabilize or cover, each of which is described below.
·
Over-allotment involves sales in excess of the offering size, which creates a short position for the underwriters.
· Stabilizing transactions involve bids to purchase the notes so long as the stabilizing bids do not exceed a specified
maximum.
· Covering transactions involve purchases of the notes in the open market after the distribution has been completed in
order to cover short positions.
These transactions may cause the price of the notes to be higher than it would otherwise be in the absence of such
transactions. The underwriters are not required to engage in any of these activities and may end any of these activities at any
time. The underwriters may also impose a penalty bid. Penalty bids permit an underwriter to reclaim a selling concession
from a syndicate member when that underwriter, in covering
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syndicate short positions or making stabilizing purchases, purchases notes originally sold by that syndicate member.
We estimate that the total expenses of this offering will be $175,000.
The notes are a new series of securities with no established trading market. Citigroup will apply for listing and trading of
the notes on the regulated market of the Luxembourg Stock Exchange but we are not required to maintain this listing. See
"Description of Debt Securities -- Listing" in the accompanying prospectus. Citigroup has been advised by the underwriters
that they presently intend to make a market in the notes, as permitted by applicable laws and regulations. The underwriters
are not obligated, however, to make a market in the notes and may discontinue any market making at any time at their sole
discretion. Accordingly, Citigroup can make no assurance as to the liquidity of, or trading markets for, the notes.
The underwriters and their affiliates may engage in transactions (which may include commercial banking transactions)
with, and perform services for, Citigroup or one or more of its affiliates in the ordinary course of business.
Citigroup Global Markets Inc., the lead manager for this offering, is a subsidiary of Citigroup. Accordingly, the offering
of the notes will conform with the requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
This prospectus supplement, together with the accompanying prospectus, may also be used by Citigroup's broker-dealer
subsidiaries or other subsidiaries or affiliates of Citigroup in connection with offers and sales of the notes in market-making
transactions at negotiated prices related to prevailing market prices at the time of sale. Any of these subsidiaries may act as
principal or agent in such transactions.
We expect that delivery of the notes will be made against payment therefor on or about May 29, 2007, which is the sixth
business day after the date hereof. Under Rule 15c6-1 of the Securities Exchange Act, trades in the secondary market
generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes on the date hereof or the next two business days will be required, by
virtue of the fact that the notes initially will not settle in T+3, to specify an alternative settlement cycle at the time of any such
trade to prevent a failed settlement and should consult their own advisor.
The notes are being offered globally for sale in the United States, Europe, Asia and elsewhere where it is lawful to make
such offers.
Purchasers of the notes may be required to pay stamp taxes and other charges in accordance with the laws and practices
of the country of purchase in addition to the issue price set forth on the cover page of this document.
The underwriters have agreed that they will not offer, sell or deliver any of the notes, directly or indirectly, or distribute
this prospectus supplement or the accompanying prospectus or any other offering material relating to the notes, in or from
any jurisdiction, except when to the best knowledge and belief of the underwriters it is permitted under applicable laws and
regulations. In so doing, the underwriters will not impose any obligations on Citigroup, except as set forth in the underwriting
agreement.
Each underwriter has represented and agreed that:

· in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State ("Relevant Implementation Date") it has not made and will not make an
offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes
which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance
with the Prospectus Directive, except that it may, with effect from and including the
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Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial
year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as
shown in its last annual or consolidated accounts; or

(c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to
Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms
of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State;

· it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services
and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the notes in circumstances in
which Section 21(1) of the FSMA does not apply to Citigroup;

· it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the notes in, from or otherwise involving the United Kingdom;
· it will not offer or sell any notes directly or indirectly in Japan or to, or for the benefit of, any Japanese person or to
others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person except under circumstances
which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant
governmental and regulatory authorities in effect at the relevant time. For purposes of this paragraph, "Japanese person"
means any person resident in Japan, including any corporation or other entity organized under the laws of Japan;

· it is aware of the fact that no securities prospectus (Wertpapierprospekt) under the German Securities Prospectus Act
(Wertpapierprospektgesetz, the "Prospectus Act") has been or will be published in respect of the notes in the Federal
Republic of Germany and that it will comply with the Prospectus Act and all other laws and regulations applicable in the
Federal Republic of Germany governing the issue, offering and sale of the notes;
· no notes have been offered or sold and will be offered or sold, directly or indirectly, to the public in France except to
qualified investors (investisseurs qualifiés) and/or to a limited circle of investors (cercle restreint d'investisseurs) acting
for their own account as defined in article L. 411-2 of the French Code Monétaire et Financier and applicable
regulations thereunder; and that the direct or indirect resale to the public in France of any notes acquired by any
qualified investors (investisseurs qualifiés) and/or any investors belonging to a limited circle of investors (cercle
restreint d'investisseurs) may be made only as provided by articles L. 412-1 and L. 621-8 of the French Code Monétaire
et Financier and applicable regulations thereunder; and that none of the prospectus supplement, the prospectus or any
other offering materials relating to the notes has been released, issued or distributed to the public in France except to
qualified investors (investisseurs qualifiés) and/or to a limited circle of investors (cercle restreint d'investisseurs)
mentioned above; and

· it and each of its affiliates have not offered or sold, and will not offer or sell, the notes by means of any document to
persons in Hong Kong other than persons whose ordinary business it is to buy or sell shares or debentures, whether as
principal or agent or otherwise in circumstances which do not constitute an offer to the public within the meaning of the
Hong Kong Companies Ordinance
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(Chapter 32 of the Laws of Hong Kong), and unless permitted to do so under the securities laws of Hong Kong, no
person has issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the
purpose of issue, any advertisement, document or invitation relating to the notes other than with respect to the notes to
be disposed of to persons outside Hong Kong or only to persons whose business involves the acquisition, disposal or
holding of securities, whether as principal or agent.
LEGAL OPINIONS
The validity of the notes will be passed upon for Citigroup by Michael S. Zuckert, General Counsel, Finance and Capital
Markets of Citigroup, and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York. Skadden,
Arps, Slate, Meagher & Flom LLP, New York, New York, has acted as special U.S. tax counsel to Citigroup in connection
with tax matters related to the issuance of the notes. Mr. Zuckert beneficially owns, or has rights to acquire under Citigroup's
employee benefit plans, an aggregate of less than 1% of Citigroup's common stock. Cleary Gottlieb Steen & Hamilton LLP
has from time to time acted as counsel for Citigroup and its subsidiaries and may do so in the future.
GENERAL INFORMATION
Application will be made to list the notes on the regulated market of the Luxembourg Stock Exchange. The listing
prospectus and Citigroup's current annual and quarterly reports, as well as all other documents incorporated by reference in
the listing prospectus, will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) so long as any
of the notes are outstanding and listed on the Luxembourg Stock Exchange.
You can also request copies (free of charge) of (1) this prospectus supplement, the accompanying prospectus and the
indenture, and (2) Citigroup's annual, quarterly and current reports, as well as other documents incorporated by reference in
this prospectus supplement, including future annual, quarterly and current reports, by following the directions under "Where
You Can Find More Information" on page 6 of the accompanying prospectus.
Resolutions relating to the issue and sale of the notes were adopted by the board of directors of Citigroup on January 16,
2007 and April 16, 2007 and by the Funding Committee of the board of directors dated as of May 18, 2007.
The notes have been accepted for clearance through Euroclear and Clearstream and have been assigned Common Code
No. 030284097, International Security Identification Number (ISIN) US172967 EC18, and CUSIP No. 172967 EC 1.
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